SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

RINGROSE PAUL A

(Last)

(First)

(Middle)

C/O BRIGHTPOINT, INC.

501 AIRTECH PARKWAY

(Street)

PLAINFIELD

46168

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BRIGHTPOINT INC [ CELL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		CFO BP Asia Pacific Division

3. Date of Earliest Transaction (Month/Day/Year)
02/14/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/14/2006		M		16,875	A	$1.72	32,475	D
Common Stock	02/14/2006		M		2,988	A	$9.64	35,463	D
Common Stock	02/14/2006		M		7,500	A	$8.98	42,963	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$1.72	02/14/2006		M			16,875	⁽¹⁾	12/11/2007	Common Stock	16,875	$0.00	0	D
Employee Stock Option (Right to Buy)	$9.64	02/14/2006		M			2,998	⁽²⁾	01/23/2009	Common Stock	2,998	$0.00	3,000	D
Employee Stock Option (Right to Buy)	$8.98	02/14/2006		M			7,500	⁽³⁾	02/07/2010	Common Stock	7,500	$0.00	15,000	D

Explanation of Responses:

1. 16875 of the options vested on 12/11/2003, 16875 of the options vested on 12/11/2004, and 16875 of the options vested on 12/11/2005.

2. 3,000 of the options vested on 1/23/2005, 3,000 of the options vested on 1/23/2006, and 3,000 of the options will vest on 1/23/2007, subject to the terms of the Registrant's 1994 Employee Stock Option Plan and the Reporting Person's stock option agreement.

3. 7,500 of the options vested on 2/7/2006 and 7,500 of the options will vest on each of 2/7/2007 and 2/7/2008, subject to the terms of the Registrant's 2004 Long-Term Incentive Plan and the Reporting Person's option agreement.

Remarks:

All share amounts and option exercise prices have been adjusted, where applicable, to reflect (i) a 3 for 2 stock split effected in the form of a stock dividend paid on September 15, 2005 to holders of record on August 30, 2005, and (ii) a 3 for 2 stock split effected in the form of a stock dividend paid on December 30, 2005 to holders of record on December 16, 2005.

	/s/ Steven E. Fivel, Attorney-in-Fact	02/27/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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